At Lavery, we help businesses through pivotal moments in their life cycles every day. During the recently held Sommet du repreneuriat 2026, our partner Alexandre Hébert shared the stage with Daniel Valois for a talk on how to close the key stages of a business transfer, covering everything from letters of intent to indemnification clauses.
Their talk brought a fundamental reality to light: A business transfer is not just another commercial transaction. It’s a complex process where transactional law and its technical language comes face-to-face with the emotional realities of those involved. Here is a summary of what we see as necessary for a successful transfer, inspired by the talks given at the aforementioned summit.
Each business transfer is unique
Unlike traditional institutional transactions, business transfers often involve sellers who will only ever go through one such transaction in their lifetime. They are entrepreneurs who know every employee involved in their business, from their own administrative assistant to the photocopier repairperson, and have for decades.
Success begins by knowing that business transfer transactions require the use of a special language. Often, the seller’s advisors their lawyer or general accountant, for example do not know this “transactional language,” which adds a layer of complexity. Our role is to translate technical challenges such as these into solutions that truly help those involved.
The foundations of a successful transaction
To make the transaction successful, we recommend doing the following:
- Put people first: It’s important to understand how the seller, who is about to part with their “baby” feels, and how they see things.
- Show your competence but leave your ego behind: Technical expertise is quite necessary, but connecting with the people on the other side of the table by communicating in simple terms and putting one’s ego aside is just as important.
- Be as open as possible: Proactivity is key. The earlier things are said, the greater the chances of success.
- Manage fatigue: A transaction is a marathon. Fatigue, if not anticipated, can derail a project a few feet from the finish line.
The Letter of Intent (LOI): more than a tacit agreement
Although a letter of intent is technically non-binding where business terms are involved (price, structure), it will inevitably create expectations for both the buyer and the seller. Any attempt at making changes later on creates tension.
A common mistake is neglecting the transition period. We have seen transactions fall through because a seller suddenly realized they had no plan for their life after the sale, just days before closing. To allay such emotional fears, it is crucial to disclose all information we have and determine what the parties want after the business purchase or sale, right from the LOI stage.
Due diligence: the analogy of the three drawers
Daniel Valois has a powerful analogy for due diligence: that of the three drawers.
- The top drawer: What you know for sure.
- Middle drawer: What you think you know but has yet to be confirmed.
- Bottom drawer: What you don’t know you don’t know. This is where major risks hide.
The goal of the due diligence process is to move the contents of the lower drawers to the upper ones. Today, we have artificial intelligence as an increasingly valuable ally in identifying sectoral blind spots that experience alone cannot always detect.
Although eliminating all risk is impossible, the buyer must make every effort during due diligence to confirm whether they are comfortable with identified risks.
The art of compensation and the role of experts
The final phase consists of allocating identified risks. This is where representations, guarantees, limits and indemnification deductibles come into play.
This is also the stage where fatigue peaks. This climate is tense, requiring lawyers and experts to act as “shields.” Rather than letting the buyer and seller argue over technical indemnification clauses and risk damaging their future relationship, it is often preferable to let the professionals negotiate among themselves to come up with a balanced solution.
Towards collaborative negotiation
The negotiation process has changed. Today’s “discussions” often take place through intermediary versions of documents rather than with the parties at the same table. Negotiating this way can be impersonal and cause misunderstandings, or even frustration, for a seller who sees dozens of versions without understanding the nuances of each one.
The speakers recommend a collaborative approach. It is important to know when to step out of the formal setting to make a direct call and defuse an emotional crisis or the overreaction of an advisor. The ultimate goal is to keep the business in operation and ensure the transition goes smoothly.
In conclusion, a successful business transfer requires not only legal acumen, but also great emotional intelligence. By keeping people at the heart of every step and surrounding ourselves with experts who can speak the entrepreneurs’ language, we can transform complex transactions into a lasting success.